UNDERWRITING AGREEMENT between PHOENIX BIOTECH ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: [ ], 2021Underwriting Agreement • September 21st, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
The undersigned, Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A any references to the Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 21st, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [__], 2021 by and between Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 21st, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [__] day of [__], 2021, by and between Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and Phoenix Biotech Sponsor, LLC, a Delaware limited liability company (“Subscriber”).
Phoenix Biotech Acquisition Corp. Oakland, CA 94612Letter Agreement • September 21st, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (“Cantor”), as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 17,825,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 21st, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [•] day of [•], 2021, by and between Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and Cohen & Company Capital Markets (“Subscriber”).
